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British Virgin Islands

The British Virgin Islands (BVI) are a British colony located in the Eastern Caribbean, about 80 km East of Puerto Rico. As an offshore financial center, the BVI enjoys one of the more prosperous economies of the Caribbean region, with a per capita average income of around US$38,500 (2004 est.)

The "twin pillars" of the economy are tourism and financial services. Politically, tourism is the more important of the two, as it employs a greater number of people within the Territory, and a larger proportion of the businesses in the tourist industry are locally owned, as are a number of the highly tourism-dependent sole traders (for example, taxi drivers and street vendors). Economically however, financial services associated with the territory's status as an offshore financial center are by far the more important. 51.8% of the Government's revenue comes directly from license fees for offshore companies. English is the official language and the official currency is the United States Dollar.

BVI adopted a well-worded and flexible law on offshore corporations: the BVI International Business Companies Act 1984. Hundreds of thousands of BVI International Business Companies (IBC) were registered under this Act since 1984. The BVI Business Companies Act 2004 has now superseded and updated the IBC Act.

The recently adopted BVI Business Companies Act 2005 represents a further modernization of the BVI offshore services laws. The new Business Companies Act replaces the two earlier laws, which separately regulated domestic and offshore companies. Corporate income tax is now abolished for all companies, including domestic. For all intents and purposes, there is no legal distinction between a local BVI company and an offshore BVI company. The new BVI Business Company also represents a more sophisticated offshore corporation than the former IBC.

As required by the law, we must properly identify and know our client and the beneficial owner(s) of the new company. This is a uniformly accepted rule throughout the offshore financial services industry. Therefore, before we can proceed with a new incorporation for any first-time clients, we need to receive a couple of documents that identify and characterize the clients we are dealing with -such as, a certified copy of passport, a proof of address, bank letter of reference etc. We will advise you what exactly is required and how to prepare this paperwork in the easiest possible way.

However, all the information you provide to us will be kept in complete confidentiality. It is for our internal file only and will remain there. The client information never appears on any public record or registrar (unless the client especially says so).

Registration

Upon confirmation of all details of the proposed BVI company and receipt of the due diligence information, we will prepare the Memorandum and Articles of Association and other mandatory documents required to register your BVI company. There is no need for you to sign any incorporation documents for a BVI company - the initial company formation paperwork is prepared and signed on your behalf by the Registered Agent, as prescribed by the Business Companies Act.

We will pay the applicable capital duties and registration fees. Then the documents will be filed to the BVI Registrar of Companies. In order to comply with the minimum domestic presence requirements in the BVI, we will provide the Registered Address and Registered Agent service for your new company.

Documents

The set of corporate documents for a BVI company will always include the standard sequence of documentation: original Certificate of Incorporation, Memorandum of Association, Articles of Association, the Minutes and Resolutions dealing with the appointment of Directors and the allocation of shares, share certificates, copies of the Registrar of Directors and the Registrar of Shareholders. If a professional director or nominee shareholder have been appointed to the company, additional documentation may include share transfer forms, trust declarations and appointments of agent (power of attorney). We will also provide you with the corporate seal of the IBC.

Certification

Usually, Your company documents will need to be certified. Documents issued in one country are generally acceptable only inside that particular country. A document can be certified by a Notary or by a Government officer - for example, by the Chief Registrar of Companies - but this is still a purely local certification, good for use in the country where the document was issued, but fairly useless abroad.

To make a document legally acceptable abroad, most countries in the world have agreed on a uniform system of second-level certification of public documents. This is the so-called Apostille legalisation, or The Hague Convention 1961 process.

By the Apostille process, the signature of the person who has done the initial local certification (say, a Notary or Attorney in the BVI) is then additionally confirmed by a higher level independent certification. This certification stamp or sticker is called Apostille. It is usually issued by a designated government office, often by Foreign Office or the Supreme Court.

After this second-tier certification the document would be generally acceptable as legal in all member countries of the Hague Convention. That's most of the countries of the world. For a full list of all countries members of the Hague Convention please look here. If your country happens not to be in the list, you may need your documents to be legalized in the Embassy of Your country, or in an Embassy representing Your country. This is usually time-consuming and expensive, but not impossible.

Why would you need the additional certification by Apostille?

If you intend to open a foreign bank or securities account for your offshore company, to purchase a real estate in the name of your offshore company, to register a branch or a joint venture with your offshore company, or to enter into any similar deal where you would have to show the company documents to a third party outside the BVI - you will most probably be asked that the documents be properly certified by Apostille.

For these purposes, but only if confirmed in the Order Form, we would usually arrange Apostille certification for one full set of copies of the main incorporation documents. Additional sets can be arranged as and when required. It is advisable to also Apostille-certify the original Certificate of Incorporation.

As the new BVI Business Companies Act 2004 is very flexible, any specific needs as to the form, wording and certification of the corporate documents can usually be satisfied. However, You need to inform us of any such special requirements in advance, at placing of the order, so that we can configure Your BVI Business Company exactly as You want it to be.

Timing

From the time of order, receipt of the due diligence information and payment, the incorporation of a BVI Business Company normally takes between 3 and 6 business days. Additional certification (Notary and Apostille) may take another 2 to 4 business days. The exact timing of additional certification depends on the workload of the relevant certification and Government offices - this is something we can hardly influence.

A BVI company can be established for only $ 2,500. We can assist you with the setup of the bank account for $ 1,500.